Yahoo! Releases Chairman's Update for Shareholders
SUNNYVALE, Calif.--(BUSINESS WIRE)--
Yahoo! Inc. (NASDAQ: YHOO), the premier digital media company, today
released the following shareholder update from its Chairman Roy Bostock.
February 7, 2012
Dear Fellow Shareholders:
I write today to update you on the actions the Yahoo! board has taken,
and the actions it is pursuing, to increase shareholder value and
position the Company for growth. These actions result from a process I
initiated about six months ago in a special meeting of the independent
directors in which we analyzed the reasons why Yahoo! was not meeting
either our own expectations or those of our shareholders.
The board decided then to move aggressively on three fronts to position
Yahoo! for future success: one, we initiated a search for a new Chief
Executive Officer with a vision and set of skills to lead Yahoo! into
the future; two, we undertook a comprehensive strategic and structural
review of the business; and three, we decided to assess the composition
of the Company's board of directors relative to its ability to enhance
the prospects for Yahoo!'s future success. We have made progress on all
three fronts.
First, and most importantly, we have appointed Scott Thompson as CEO to
lead our company. Scott is a capable and dynamic leader who brings the
experience and expertise the Company needs to achieve robust growth and
success in the marketplace. Over the coming months and years, Scott will
lead an outstanding team of Yahoos to deliver engaging user experiences
driven by innovative products.
Second, we have made significant progress on the comprehensive strategic
review which is overseen by the board's Transactions and Strategic
Planning Committee, chaired by director Brad Smith, the CEO of Intuit.
The Committee's guiding principle has been to assess alternatives which
would increase value for all Yahoo! shareholders, and the Committee has
been open to any transaction or initiative that would serve this
objective.
As part of this review, we have pursued a wide range of discussions with
potential partners. We have engaged with potential investors and
reviewed proposals concerning an equity investment in the Company,
although at this time there have not been any proposals which have been
deemed by the Committee to be attractive to our shareholders. We are
also in active discussions with our partners in Asia regarding the
possibility of restructuring our holdings in Alibaba Group and Yahoo!
Japan. The complexity and unique nature of these transactions is
significant. While we continue to devote significant resources to these
discussions, we are not in a position at this time to provide further
detail or to provide assurance that any transaction will be achieved.
Finally, the board has concluded that in order to accelerate the
Company's transformation, the combination of a new Chief Executive
Officer with an enhanced team of independent directors would provide
Yahoo! with the expertise and perspectives necessary to drive innovation
and growth going forward. Therefore, Mr. Joshi, Mr. Kern, Mr. Wilson and
I have volunteered not to stand for re-election at the next
shareholders' meeting.
Furthermore, the board today elected two highly qualified independent
directors, Alfred Amoroso and Maynard Webb, Jr. Mr. Amoroso served as
President and CEO of Rovi Corporation until December 2011 and, among
other positions, had previously served as the President, CEO and Vice
Chairman of META Group, Inc., the President and CEO of CrossWorlds
Software, Inc. and as a member of the world-wide management committee of
IBM Corporation. Mr. Webb, the Chairman of LiveOps, Inc., served as that
company's CEO until July 2011. Prior to that, Mr. Webb was Chief
Operating Officer of eBay and Senior Vice President and Chief
Information Officer for Gateway, Inc., in addition to management,
leadership and board positions at several other companies spanning his
30-year career.
The board continues its search for additional independent directors.
This search is being led by director Patti Hart, CEO of International
Game Technology, Inc., who chairs our Nominating and Corporate
Governance Committee. We anticipate announcing additional directors to
round out the board as soon as this process concludes.
Separately, as previously announced, Jerry Yang has resigned from the
board of directors and other positions within the Company to pursue his
many interests outside of Yahoo!. Working with Jerry was always a
delight. He is a visionary and a pioneer who contributed enormously to
Yahoo! since he co-founded the Company in 1995. He will be missed. The
board thanks him deeply for his service and commitment to the Company.
Thus, following this year's Annual Meeting a majority of Yahoo!'s
directors will be new to the board this year, and all directors will
have joined the board since 2010. We believe that this reconfigured
board, with a fresh set of perspectives and diverse set of skills, will
enable the Company to move forward even more aggressively.
It has always been a privilege for me to serve as Chairman of Yahoo!.
The employees of Yahoo! remain the heart, soul, and future of the
company. And with Scott Thompson leading them, they are the reason why I
believe Yahoo! will create significant shareholder value over the coming
years.
In September, this board moved proactively and decisively to improve the
performance of the Company for the benefit of its shareholders. These
actions could not have been accomplished without the support and active
participation of each director on the board. For that, I thank them. And
I thank them for the knowledge, expertise, talents and commitment they
have brought to Yahoo!. We all take pride in the fact that we are
positioning Yahoo! for success in the future. Yahoo! is an incredibly
strong brand with formidable assets. I have every expectation that under
Scott's leadership, working together with the reconstituted board, the
Company will thrive for many years to come.
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Sincerely,
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Roy Bostock
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Chairman of the Board
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About Yahoo!
Yahoo! is the premier digital media company, creating deeply personal
digital experiences that keep more than half a billion people connected
to what matters most to them, across devices and around the globe. And
Yahoo!'s unique combination of Science + Art + Scale connects
advertisers to the consumers who build their businesses. Yahoo! is
headquartered in Sunnyvale, California. For more information, visit the
pressroom (pressroom.yahoo.net)
or the company's blog, Yodel Anecdotal (yodel.yahoo.com).
Yahoo! is the trademark and/or registered trademark of Yahoo! Inc. All
other names are trademarks and/or registered trademarks of their
respective owners.
Forward Looking Statements
This press release contains forward-looking statements concerning
Yahoo!'s future management, strategic plans, growth opportunities and
performance. Risks and uncertainties may cause actual results to differ
materially from the results predicted. The potential risks and
uncertainties include, among others, the impact of management and
organizational changes; the implementation and results of any strategic
plans as well as Yahoo!'s ongoing strategic and cost initiatives;
Yahoo!'s ability to compete with new or existing competitors; reduction
in spending by, or loss of, advertising customers; the demand by
customers for Yahoo!'s premium services; interruptions or delays in the
provision of Yahoo!'s services; security breaches; acceptance by users
of new products and services; risks related to joint ventures and the
integration of acquisitions; risks related to Yahoo!'s international
operations; failure to manage growth and diversification; adverse
results in litigation, including intellectual property infringement
claims and recent derivative and class actions related to Alipay;
Yahoo!'s ability to protect its intellectual property and the value of
its brands; dependence on key personnel; dependence on third parties for
technology, services, content, and distribution; general economic
conditions and changes in economic conditions; transition and
implementation risks associated with the Search Agreement with Microsoft
Corporation; and risks that the benefits of the Framework Agreement
Yahoo! entered into with Alibaba Group, Softbank Corporation and certain
other parties regarding Alipay may not be realized. All information set
forth in this press release and its attachments is as of February 7,
2012. Yahoo! does not intend, and undertakes no duty, to update this
information to reflect subsequent events or circumstances. More
information about potential factors that could affect Yahoo!'s business
and financial results is included under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" in Yahoo!'s Annual Report on Form 10-K for the fiscal
year ended December 31, 2010, and the Quarterly Report on Form 10-Q for
the quarter ended September 30, 2011, which are on file with the
Securities and Exchange Commission ("SEC") and available at the SEC's
website at www.sec.gov.
Media Relations:
Kekst and Company
Eric Berman,
212-521-4894
or
Lissa Perlman, 212-521-4830
or
Investor
Relations:
Yahoo!
Marta Nichols, 408-349-3527
Source: Yahoo! Inc.
News Provided by Acquire Media
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